Casting Release
1. In consideration for my participation in the “MyTorrid Model Search” and all activities related thereto (collectively, the “Program”) to be produced by Over Easy Productions, Inc. or its designee (“Producer”) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, I hereby grant Torrid, LLC (“Sponsor”) Producer, and any television distributor, broadcaster, website, platform or other exhibitor of the Program (collectively, “Distributor” – which may be or include Sponsor), each of their respective successors, licensees and assigns, and each of their respective parents, subsidiaries and affiliated entities and sponsors and their respective officers, directors, employees and designees (all of the foregoing collectively, "Releasees"), the following:
(a) The absolute and irrevocable right and permission (but not the obligation) to interview me, audition me, photograph, film, tape and otherwise visually, audio-visually and/or by audio means record me and/or my voice by any method whatsoever in connection with the Program and the advertising and promotion of the Program and the exhibitors thereof.
(b) All rights of every kind and character whatsoever in perpetuity throughout the universe in and to (i) any and all footage, tapes and/or other recordings taped, filmed, photographed, recorded and/or otherwise produced hereunder and in any performances or actions made by me, (ii) material supplied by me (whether photographed, written, spoken, sung, or otherwise uttered or expressed by me) and information given by me and/or was captured on any such footage, tapes, and/or recordings, and (iii) all of the results and proceeds thereof (collectively, [i], [ii] and [iii] shall be referred to as the “Material”). The Material shall be owned by Sponsor who shall use it for internal casting purposes and possibly for telecast or other exhibition as part of the Program, to advertise and promote the Program and Sponsor, and for such other uses as Sponsor may determine in Sponsor’s sole discretion.
(c) The absolute and irrevocable right and permission (but not the obligation) to use my name, voice, likeness, biography and personal attributes (“Likeness”) – including that contained or depicted in any Material - in connection with the Program and the advertising, promotion, marketing and distribution thereof, and for the Sponsor’s institutional purposes.
(d) The right to edit, dub, subtract from, add to, modify or juxtapose the Material and Likeness in any manner and to combine the Material, Likeness and Indicia with any other material. I understand, acknowledge and agree that the Releasees shall have no obligation to use any of the Material or Likeness in or in connection with the Program, and are not obligated to actually produce the Program, nor is any Releasee obligated to actually air it, even if produced.
I grant the rights herein whether or not I am selected to participate as a participant in the Program in any manner whatsoever.
2. I hereby represent and warrant that: (i) I have the right to grant the rights granted hereunder; (ii) I have the right to grant this release; (iii) the consent of no other person, firm, corporation or other entity is required to enable the Releasees to use the Material and Likeness as described herein; (iv) Any Releasees’ use of the Material and Likeness hereunder will not violate the rights of any third party; (v) Any Releasees shall have the right to use the Material free and clear of any claims for royalties or other compensation; (vi) I am 18 years of age or older and a citizen of the United States or its territories; (vii) I have answered all questions in the application honestly and accurately and I acknowledge that if any of the foregoing information is found to be false, that this will be grounds for my dismissal from the Program participant selection process and/or from the Program, if selected; (viii) Sponsor reserves the right to change any of the eligibility requirements at any time; (ix) all decisions by the Sponsor concerning the selection of the participants are final and not subject to challenge or appeal; (x) If chosen as the new face of Torrid, I agree to enter into Torrid’s model agreement; and (xi) neither I nor any of my immediate family members or anyone living in my household is or has been within the past two (2) years employees, officers, directors or agents of any of the following: (a) Producer, Sponsor, Distributor, and/or any of their respective parents, affiliated and subsidiary companies; (b) any person or entity involved in the development, production, distribution or other exploitation of the Program or any variation thereof; or (c) any person or entity which is providing brand support or association for the Program and/or which supplies services or prizes to the Program. I acknowledge that Sponsor reserves the right to render ineligible any person who Sponsor determines, in its sole discretion, is sufficiently connected with the production, administration, judging, or distribution of the Program such that his, her or its participation in the Program could create the appearance of impropriety. I further represent and warrant that I am not currently a candidate for public office and that I shall not become a candidate for public office until not sooner than 1 year following the initial broadcast of the last episode of the Program, if I am selected as a participant. I shall defend, indemnify and hold harmless Releasees from and against any third party claims, demands, losses, obligations, liabilities, actions, penalties, causes of action, suits, arbitrations, damages, judgments, costs and expenses (including attorneys' fees and legal costs) arising out of or relating to the breach or alleged breach of any of the representations, warranties or agreements made by me in this agreement.
3. Without the express prior written consent of Sponsor, Producer and Distributor, I shall not at any time, reveal, report, publish or disclose (or authorize or allow any other party to do so) any information or trade secrets obtained or learned by me about the Program whether during the casting process or otherwise, including, without limitation, any information concerning or relating to the concept and/or format of the Program, the production of the Program, the participants and events contained in the Program or the outcome of the Program, and/or any information concerning or relating to Sponsor, Producer and/or the Distributor, or their respective business practices (collectively, “Confidential Information”). This confidentiality obligation shall remain in place whether or not I am selected to participate in the Program, and shall continue both during and after my participation in the participant selection process, and, if I am selected as a participant, my participation in the Program. I further agree that any Confidential Information of which I become aware will only be used for the express and exclusive purposes for which Sponsor, Producer and Distributor have instructed me to use the Confidential Information.
4. I acknowledge that Sponsor, Producer and Distributor (and other Releasees) has/have no obligation to me whatsoever. Without in any way limiting the foregoing, I acknowledge and agree that Sponsor, Producer and Distributor are under no obligation to select me to participate in the participant selection process or in the Program. I further acknowledge that the selection of participants for the Program will include subjective factors to be determined by,Sponsor in its sole and absolute discretion. I understand that I will not be paid any money or given any other goods or services for giving Sponsor the rights listed in this Agreement and that the consideration for this agreement is Sponsor’s consideration of me to appear in the Program and the possible exposure of me on digital or other media platforms..
5. I hereby authorize Sponsor, and any person or entity designated by Sponsor, to investigate, access and collect information about me, about any of the statements made in this Application, any supporting documents and any other documents that I have signed or provided or do sign or provide in connection with my application to be selected as a participant in the Program, or any other written or oral statements that I may make in connection therewith. I further agree to voluntarily submit to and complete a background check, in accordance with applicable laws, and execute all documents required by Sponsor in connection with such background check. I authorize Sponsor to secure information about me from any current or former employers, associates, family members, educational institutions, government agencies, credit reporting agencies, and any references I provide or that are developed in the course of such investigation, and I irrevocably authorize such parties to provide information concerning me to Sponsor. I hereby authorize Sponsor to investigate and obtain copies of my employment records and governmental records, including but not limited to, any motor vehicle records, criminal records, and credit and/or consumer report(s). I acknowledge and agree that any such information obtained by Sponsor pursuant to this paragraph or otherwise may be used for purposes of determining whether I shall be selected for participation in the Program.
6. To the maximum extent permitted by law, I hereby release the Releasees, and each of them, from any and all claims, actions, causes of action, suits, damages, liabilities, losses, costs and expenses of any kind or nature (including, without limitation, attorneys’ fees) arising out of, resulting from, or in connection with the application process for the Program as described herein; any investigation or background check of me (including as authorized by paragraph 5 above); the development, production, editing, exploitation, distribution, exhibition, advertising and/or promotion of the Program or my appearance on the Program, the failure of the Sponsor to select me as a participant, any failure to telecast or exhibit the Program, or the exercise by Sponsor, Producer or Distributor or anyone else of any rights granted by me under this agreement, on any legal theory whatsoever (including, without limitation, personal injury, property damage, wrongful death, rights of privacy and/or publicity, false light, trespass, intrusion, defamation, intentional or negligent infliction of emotional distress, products liability, breach of contract, breach of any statutory or other duty of care owed under applicable laws, infringement of copyright, consequential damages, and loss of earnings or potential earnings).
7. I acknowledge that there is a possibility that after the execution of this release, I may discover facts or incur or suffer claims which were unknown or unsuspected at the time this agreement was executed and which, if known by me at that time, may have materially affected my decision to execute this release. I acknowledge and agree that by reason of this release, and the release of liability contained in the preceding paragraph, I am assuming any risk of such unknown facts and such unknown and unsuspected claims. I have been advised of the existence of Section 1542 of the California Civil Code, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Notwithstanding Section 1542 of the California Civil Code (or similar laws of any other relevant jurisdiction(s)), this release shall constitute a full release of liability in accordance with its terms. I knowingly and voluntarily waive the provisions of Section 1542, as well as any other statute, law or rule of similar effect, and acknowledge and agree that this waiver is an essential and material term of this release and that without such waiver, Sponsor would not have accepted this release or the application.
8. This agreement shall be deemed to be entered into in Los Angeles County, California, and shall be governed by and interpreted in accordance with the laws of the State of California applicable to agreements executed and fully carried out within California, excluding its conflict of laws provisions. Any disputes hereunder shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.
9. In the event of a claimed breach of this agreement by Sponsor (or any other party, if any), I acknowledge that any potential damage that I may suffer is not irreparable and that an award of monetary damages would be sufficient relief. Accordingly, I agree that I shall not have the right to terminate or rescind this agreement or to seek or obtain any form of injunctive or equitable relief in connection with the Program or the development, production, distribution or exhibition thereof. I acknowledge that the rights granted hereunder by me are unique; that a breach of this agreement by me would cause Sponsor, Producer and Distributor (and other parties) to suffer irreparable damage; and that Sponsor, its successors, licensees and assigns, shall have the right to injunctive or equitable relief and all other available remedies in the event of a breach hereof by me.
10. Without limiting the foregoing, any provision of this release that is invalid, illegal, or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this agreement invalid, illegal or unenforceable in any other jurisdiction. Sponsor may freely assign, in whole or in part, any of its rights or obligations under this agreement. I may not assign nor delegate any of my rights and obligations under this agreement, and any purported assignment shall be null and void. I am not relying on any statements or representations not expressly included herein. This release includes the entire agreement between Sponsor (and/or any Releasees) and me regarding the subject matter hereof and may only be amended or modified by written document signed by Sponsor and me (other than matters with respect to which Sponsor retains the discretion to determine as expressly provided herein. Signatures may be delivered by computer or other electronic means, which shall be valid as original signatures.